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// Fear Itself 
// Story: The Phantom Pony of Everfree 
// by LightningSword 
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Twilight and Fluttershy had run all the way across Ponyville and stopped at the other side.  By the time they'd reached the edge of town opposite the forest, they were exhausted and breathing heavily.  Fluttershy had hoped things would turn out better, and even saw that they might, but felt awful now that things had fallen apart with Nocturne.  His “last warning” made things all too clear.
 
Twilight's following words only made it worse.
 
“Well . . . .” the Alicorn heaved as she and Fluttershy gathered themselves, “that . . . co— . . . could have . . . gone . . . much worse!”
 
Having caught her breath at last, Fluttershy felt her heart ache from Twilight's words.  “Twilight,” she tried replying, “please don't say that . . . Nocturne is good . . . I know he is . . . .”
 
Now breathing normally, Twilight continued, “You can't keep doing this, Fluttershy. I know you're just trying to help, but Nocturne seemed pretty clear that he doesn't want anything to do with you, or anypony else. I mean, look at what just happened. He could have hurt us. Badly.”
 
Fluttershy sat in the grass, her wings and ears drooped in depression.  “But . . . I . . . .”
 
“No, no buts,” Twilight interrupted, shaking her head, “if Nocturne goes that far just to be left alone, then you can't take any more unnecessary risks. No matter how much you want to. I know it's hard, but . . . .” she hesitated, seeming to almost not want to believe it herself, at least for Fluttershy's sake.  Still she spoke, her eyes and voice equal in sincerity, “You need to just let it go.”
 
Fluttershy suddenly felt cold.  Let it go?  How could she possibly turn her back on somepony who needed her, especially now that she had gone to all this trouble and gotten in so deep?  Her friends were the most important thing in the world to her; how could one go without making sure they, too, have that feeling of comfort, knowing they had somepony to watch over them?
 
And despite everything, Fluttershy still considered Nocturne her friend.
 
Fluttershy didn't answer for a long time—she didn't even think she could.  After a few seconds, Twilight sighed.  “Look, I need to get back to the library. I'll see you later. Just . . . don't let this get you down, okay? I don't want this to upset you.”
 
Fluttershy nodded, unable to give a solid answer, and bade her leave.  She couldn't help but believe that maybe Twilight was right.  Maybe she should just leave Nocturne alone.  Maybe, somehow, Nocturne just didn't want friendship . . . .
 
“No,” Fluttershy said to herself, admittedly scaring herself with her own resolution.  “I don't believe that. Whenever I'm in pain, my friends help me, no matter what. Nocturne really is in pain, and that's got to be because he doesn't have friends. Once Nocturne knows he has friends, he'll stop trying to be so scary. Then nopony will fear him anymore.”
 
“Hey, Fluttershy? Who're you talkin' to?”
 
“EEP!”  Fluttershy jumped, startled, at a voice behind her.  Turning, she calmed down when she saw that it belonged to Apple Bloom; she, Sweetie Belle and Scootaloo had just arrived.  “Oh, umm . . .” she tried to explain, “I was . . . well, just talking to myself, I suppose. I'm awfully sorry if I confused you, girls.”
 
“So, who's Nocturne?” Scootaloo asked directly.  “Somepony you know?”
 
By now, the panic in concealing her “relationship” with Nocturne had become instinctive; Fluttershy calmed herself quickly, not letting it show.  She considered Scootaloo's question, and replied with a nod, “Yes. He is.”
 
“So, what's so scary about him?” Sweetie Belle asked innocently.
 
“Hmmm . . . .” Fluttershy sighed as she considered the question.  “Well, he's not really scary. He just wants everypony to leave him alone, that's all.”
 
“But why?” was the next question, from Apple Bloom.
 
“Because . . . well, because . . . .”  The more Fluttershy tried to answer, the more difficult it became.  Politeness pressed her to answer, and the best she could come up with was, “I’m not sure.”  A thought occurred to her as soon as she spoke, and she added it to her answer, “But I don’t think he’s sure, either.”
 
Each of the Cutie Mark Crusaders assumed the same confused stare.  There was an awkward pause, during which the fillies glanced at each other with that same look.  Apple Bloom was the first to break the silence, “So . . . is there anythin’ we can do to help ya, Fluttershy?”
 
“Oh, no, girls, that’s all right,” Fluttershy replied and shook her head.  “I’m quite sure Nocturne doesn’t want to hurt anypony. He just doesn’t know what friendship means. That’s something I can show him. At least . . . if he’ll let me . . . .”  The tone in her voice lowered considerably with this last few words, and she felt the heartache return.
 
Scootaloo, Sweetie Belle, and Apple Bloom looked back at Fluttershy worriedly.  “Are you sure?” Scootaloo compounded Apple Bloom’s question.  “’Cause we can help you if you want.”
 
“And we might even get our cutie marks in friendship!” Sweetie Belle squeaked excitedly.
 
“Oh, don’t you worry about me, girls,” Fluttershy soothed, “I wouldn’t want to trouble you, anyway. Besides, if I bring more ponies with me to meet him, it might be too much for him, and I could end up scaring—”  That’s when it hit her.  After dwelling on it for so long, trying to divine the truth behind Nocturne’s emotions, sudden sweet clarity broke through.
 
“Excuse me, girls!” Fluttershy said, elated.  “I have a lot of thinking and planning to do. But I think everything’s going to work out just fine! You’ll see! Bye, now!”  After that, Fluttershy took to the sky and flew off for home, leaving the three foals looking even more lost than before.  The last thing Fluttershy heard as she flew away was from Scootaloo:
 
“What was that all about?”
 



 
The more she thought about it, the surer she was.  Nocturne was scared of her.
 
The day after her attempt at a peace offering, Fluttershy lay on her bed, chin hanging off the edge, staring at the floor and thinking.  Her earlier conversation with the Cutie Mark Crusaders had brought this new theory to mind, and after considering it for most of the day, Fluttershy could hardly understand why it hadn’t been clear before; now, she couldn’t even believe anything to the contrary.  She'd tried remembering Nocturne's behavior the day she met him, to pinpoint an exact moment that would support it in her mind, and remembered something in the tone of his voice.  What he’d said about not liking trespassers, and her having no reason to be there, made Fluttershy feel there was something deep down underneath the rage.  It was faint, almost nonexistent, but it was there.
 
Panic.
 
It was the beginnings of what must have been a paranoid fear.  Nocturne had been angry, true enough, but that anger could merely have been a smokescreen for something deeper.  Nocturne could have used his fury to hide the fact that he had been afraid—afraid that somepony had gotten close to him, perhaps enough to attempt to understand him.  This had made him desperate to get her away from him.  Desperate to be left alone.  Desperate enough to at least bluff her into thinking he’d remove her by force if he had to.

In truth, he could have been just as scared of her as she was of him.
 
Of the nature of this supposed fear, and its origin, Fluttershy was unsure.  But she figured it would have to be something large and dreadful enough to put him in the woods, or keep him there, to begin with.  Was he afraid of other ponies because they’d given him a reason?  Was he ever threatened by somepony?  Was he shunned or mistreated because he was so different?  And just when did this all start?  As many questions as this brought to mind, Fluttershy couldn't help but believe it.  As terrible as it was to imagine it, and as many questions as it raised instead of answers, Fluttershy felt almost forced to accept that Nocturne might just be afraid.
 
Painfully afraid.

Fluttershy was brought out of her thoughts by a knock at the door.  She slipped off of her bed and crept past the bunny bed on the floor by the wall.  “It's okay, Angel, don't get up,” she said as she approached the door, “I'll get it.”
 
Angel was stretched out on a pillow and relaxing, not caring in the slightest who got the door, or even if the door would be gotten at all.
 
Fluttershy reached her front door and opened it, pleasantly surprised by her company.  “Oh! Hello, Rainbow Dash. Nice to see you.”
 
Standing on the other side with what appeared to be a forced smile, Rainbow Dash greeted her fellow Pegasus, “Uh, yeah. Hi, Fluttershy. Look, I need to talk to you about something.”
 
Sensing something in Dash’s dejected tone and strained features, Fluttershy pressed.  “What is it, Rainbow Dash? Is anything wrong?”
 
“Well, kinda,” she explained, her tone descending a bit further.  “See, I thought a lot about what happened the other day. You know, back at the forest. And I never really got the chance . . . well, I never really tried to say . . . well . . . I'm sorry.”
 
Fluttershy was even more confused.  She couldn’t remember the last time she’d heard Rainbow Dash apologize.  She’d certainly never heard her apologize like this.  Tentatively, Fluttershy replied with another question, “For what?”
 
“Look, this isn't easy for me, okay?” Rainbow Dash said brazenly, but with a hint of a break in her voice as she rubbed the back of her neck with her hoof.  “But, thing is . . . you wouldn't have ended up back in those woods if it weren't for me. Twilight was right. I should have thought it through first. If I had, then the Phantom Pony wouldn’t have—”
 
“Nocturne,” Fluttershy corrected.  “Please, Rainbow Dash. Call him Nocturne.”
 
Dash stopped for a moment, looking back at Fluttershy as if she’d just lapsed into a different language.  She recovered quickly and continued, “Yeah, Nocturne . . . ‘Nocturne’ wouldn’t have scared you like that if I had thought things through. But I practically forced you back in there when you didn’t really have to go. Is,” she hesitated, took a breath, and pressed on, “is there anything I can do to make it up to you?”
 
Fluttershy smiled, holding a hoof to her own mouth.  “Rainbow Dash, that's so sweet of you to say,” she replied cheerfully.  “You're such a wonderful friend!”  She reached out and hugged Dash, and the latter returned the hug slowly, but securely.  “You don't have to do anything for me,” Fluttershy answered Dash's question as they parted.  “In fact, you really helped me that day. I got back all my little critter friends’ medicines, and I wouldn’t have been able to get them back without your help. I'm the one who should be repaying you.”
 
Dash shrugged, her usual confident grin returning.  “Aw, well it was nothing, really,” she said plainly, then put a hoof to her chin in thought before adding, “Actually, it was pretty awesome! But I'm glad I was able to help you. You sure there's nothing I can do for you right off hoof? I mean anything. Just name it.”
 
Fluttershy thought for a second, then shook her head.  “No, I don't think so.”
 
“But I kinda feel bad about this whole thing,” Dash insisted.  “Are you absolutely positive?”
 
Fluttershy resumed pondering, but came to the same conclusion: “No. Nothing comes to mind. I wouldn’t really feel comfortable letting you do things for me, anyway, because, well, I wouldn’t want to be a bother . . . b-but if you really feel like you want to do something, I suppose I could let you know. Um, that is, if it's okay with you . . . .”
 
Dash smiled and nodded.  “Fine by me,” she answered, satisfied.  “Well, I'll just take off, then. See ya.”
 
“Bye-bye,” Fluttershy waved, and the two Pegasi parted.  Rainbow Dash walked away, and Fluttershy slowly closed the door.
 



 
“Man, why do I feel so guilty about this?” Rainbow Dash muttered to herself, feeling frustrated as she left Fluttershy’s house.  “She went through with it, we got her stuff back, and nopony got hurt. So, why do I feel bad?”
 
These feelings had come and gone in varying degrees since the day she led Fluttershy straight back into the Phantom Pony’s midst.  Seeing that horrified look on Fluttershy’s face in the presence of the Phantom upset Dash even now, something that didn’t normally get to her like this (she’d seen Fluttershy look like that on a pretty regular basis, after all).  And racing for her life out of the woods had taken a long-lasting toll on her, seemingly without reason.  But there was more to feeling like this than just the humiliation from having the daylights scared out of her in front of a friend.  There was also the fact that some creepy pony in the woods had gotten away with bullying somepony close to her—twice.
 
It made her angry.  Angrier than having lost control of the situation.  And she hated losing.
 
“That Phantom creep . . . .” Dash grumbled, remembering that intimidating silhouette and feeling enraged all over again.  “Nopony gets the drop on Rainbow Dash. And nopony bullies my friends. If I ever see that coward again, Celestia herself won’t be able to help him . . . .”